Exhibit 2.11
                                                                    ------------
B544959v1




                       IN THE UNITED STATES DISTRICT COURT
                      FOR THE SOUTHERN DISTRICT OF FLORIDA


LEONARD ROSENBLUM, J/B INVESTMENT PARTNERS, SMALL and REBECCA BARMACK, PARTNERS,
BARBARA HALL, HENRY R. GRAHAM, ANNE R. GRAHAM, MARGO CORTELL, PATRICK M. RHODES,
BERNICE  M.  HUELS, GARRETT N. VOIGHT, CLAIRE E. FULCHER, MARCELLA LEVY, RICHARD
HODGSON,  CITY  PARTNERSHIPS,  HELMAN  PARSONS  AND  CLEVA PARSONS, on behalf of
themselves  and  all others similarly situated and derivatively on behalf of the
Nominal  Defendants,

     Plaintiffs,

v.
     Case  No.  98-8030
EQUIS  FINANCIAL GROUP LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
EQUIS  CORPORATION,  a  Massachusetts  Corporation,  GDE  ACQUISITION  LIMITED
PARTNERSHIP,  a  Massachusetts  Limited Partnership, AFG LEASING INCORPORATED, a
Massachusetts  Corporation,  AFG  LEASING  IV  INCORPORATED,  a  Massachusetts
Corporation,  AFG  LEASING  VI  INCORPORATED,  a  Massachusetts Corporation, AFG
AIRCRAFT  MANAGEMENT  CORPORATION,  a  Massachusetts  Corporation,  AFG  ASIT
CORPORATION, a Massachusetts Corporation, AF/AIP PROGRAMS LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  GARY  D.  ENGLE and GEOFFREY A. MACDONALD,

     Defendants,

AIRFUND  I  INTERNATIONAL  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited
Partnership,  AIRFUND  II  INTERNATIONAL  LIMITED  PARTNERSHIP,  a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  4  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  5  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  6  LIMITED PARTNERSHIP, a Massachusetts
Limited  partnership,  AMERICAN  INCOME  7  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  8  LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-A  LIMITED PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  III-B  LIMITED
PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS III-C
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  III-D  LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,
AMERICAN  INCOME  PARTNERS  IV-A  LIMITED  PARTNERSHIP,  a Massachusetts Limited
Partnership,  AMERICAN INCOME PARTNERS IV-B LIMITED PARTNERSHIP, a Massachusetts
Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-C  LIMITED  PARTNERSHIP, a
Massachusetts  Limited  Partnership,  AMERICAN  INCOME  PARTNERS  IV-D  LIMITED
PARTNERSHIP,  a  Massachusetts Limited Partnership, AMERICAN INCOME PARTNERS V-A
LIMITED  PARTNERSHIP,  a  Massachusetts  Limited  Partnership,  AMERICAN  INCOME
PARTNERS  V-B LIMITED PARTNERSHIP, a Massachusetts Limited Partnership, AMERICAN
INCOME  PARTNERS  V-C  LIMITED PARTNERSHIP, a Massachusetts Limited Partnership,
AMERICAN  INCOME  PARTNERS  V-D  LIMITED  PARTNERSHIP,  a  Massachusetts Limited
Partnership,  AMERICAN  INCOME  FUND  I-B,  a Massachusetts Limited Partnership,
AMERICAN  INCOME  FUND I-C, a Massachusetts Limited Partnership, AMERICAN INCOME
FUND  I-D,  a  Massachusetts  Limited  Partnership,  AMERICAN INCOME FUND I-E, a
Massachusetts  Limited  Partnership, AFG INVESTMENT TRUST A, a Delaware business
trust,  AFG  INVESTMENT TRUST B, a Delaware business trust, AFG INVESTMENT TRUST
C,  a  Delaware  business trust, and AFG INVESTMENT TRUST D, a Delaware business
trust,

     Nominal  Defendants.


                    ORDER PRELIMINARILY APPROVING SETTLEMENT,
             CONDITIONALLY CERTIFYING SETTLEMENT CLASS AND PROVIDING
             FOR NOTICE OF, AND HEARING ON, THE PROPOSED SETTLEMENT
             ------------------------------------------------------

     WHEREAS,  the  parties to the above-captioned action (the "Action"), having
made  application, pursuant to Fed. R. Civ. P. 23(e), for an order approving the
settlement  of  this  Action,  in  accordance  with  the  Revised Stipulation of
Settlement  dated  January 29, 2002 (the "Revised Stipulation"), which, together
with  the  exhibits  annexed  thereto, sets forth the terms and conditions for a
proposed  settlement  of  the  Action  with  regard to the Operating Partnership
Sub-Class  ("Settlement")  and  for dismissal of the Action in its entirety with
prejudice; and the Court, having read and considered the Revised Stipulation and
the  exhibits  annexed  thereto;

     NOW,  THEREFORE,  IT  IS  HEREBY  ORDERED:

     1.     For  purposes  of  this  Preliminary  Order,  the  Court  adopts and
incorporates  by reference the definitions contained in the Revised Stipulation.
     2.     The  Court does hereby preliminarily approve the Revised Stipulation
and the Settlement set forth therein as being within the range of reasonableness
and  fair,  just  and  adequate.

     3.     A hearing (the "Hearing") shall be held before this Court on Friday,
June  7,  2002,  at 701 Clematis Street, West Palm Beach, Florida, 3:30 p.m., in
Courtroom  5,  to determine whether the proposed Settlement of the Action on the
terms  and  conditions  provided for in the Revised Stipulation, with respect to
the Operating Partnership Sub-Class, is fair, reasonable and adequate and should
be  finally  approved  by the Court; whether a final judgment as provided in the
Revised  Stipulation should be entered herein with respect to the claims brought
by  the  Operating  Partnership  Sub-Class;  and  whether  Class  Counsel's
application(s)  for  attorneys'  fees,  awards  to  the Class Plaintiffs and the
reimbursement  of  out-of-pocket  expenses  should  be  granted.  The  Court may
continue  the  Hearing  without  further  notice  to  Class  Members.

     4.     The  Court  approves,  as  to  form and content, the Notice of Class
Action  Determination,  Proposed Settlement and Fairness Hearing (the "Notice"),
annexed to the Revised Stipulation as Exhibit "A", and finds that the mailing of
the Notice substantially in the manner and form set forth in paragraph 5 of this
Order meets the requirements of Rule 23 of the Federal Rules of Civil Procedure,
the  Constitution of the United States and any other applicable law, is the best
notice  practicable  under the circumstances, and constitutes due and sufficient
notice  to  all  persons  entitled  thereto.

     5.     (a)     Upon  entry of this Order, the Defendants shall cause a copy
of  the  Notice, substantially in the form annexed to the Revised Stipulation as
Exhibit  "A",  to  be  mailed  to all Operating Partnership Sub-Class Members at
their  last  known  address  as  appearing  in  the  records  maintained  by the
Partnerships;

          (b)     At  or  prior  to the Hearing, Defendants' counsel shall serve
and  file  with the Court proof, by affidavit or declaration, of such mailing to
the  Operating  Partnership  Sub-Class;  and

          (c)     All  reasonable  costs  incurred  in identifying and notifying
Operating  Partnership  Sub-Class  Members  shall  be  paid  as set forth in the
Revised  Stipulation.  In  the  event that the Settlement is not approved by the
Court,  or  otherwise  fails  to become effective, Defendants shall not have any
recourse  against  the Plaintiffs, Class Counsel or the Claims Administrator for
such  costs  and  expenses  which have been incurred or advanced pursuant to the
Revised  Stipulation  or  this  Order.

     6.     Operating  Partnership  Sub-Class Members may enter an appearance in
the  Action,  at their own expense, individually or through counsel of their own
choice.  If  they  do not enter an appearance, they will be represented by Class
Counsel.

     7.     Pending  final  determination  of  whether  the Settlement should be
approved,  neither  the Class Plaintiffs nor any Operating Partnership Sub-Class
Member, either directly, derivatively, in a representative capacity or any other
capacity,  shall  commence  or  prosecute  against  any of the Defendants or the
Released  Parties,  any  action or proceeding in any court or tribunal asserting
any  of  the  Settled  Claims.

     8.     Pending  final  determination  of  whether  the Settlement should be
approved,  the  Class  Plaintiffs  and all other Operating Partnership Sub-Class
Members  are  barred  and  permanently  enjoined from (i) transferring, selling,
assigning,  giving,  pledging, hypothesizing or otherwise disposing of any Units
of  the  Operating  Partnerships  to any person other than a family member or in
cases  of  divorce,  incapacity or death of the Unitholder; or (ii) commencing a
tender offer for the Units.  In addition, pending final determination of whether
the  Settlement  should  be  approved,  the  General  Partners  of the Operating
Partnerships  are enjoined from (i) recording any transfers made in violation of
the  Order and (ii) providing the list of investors in any Operating Partnership
to  any  person  for  the  purpose  of  conducting  a  tender  offer.

     9.     Any  Member of the Operating Partnership Sub-Class may appear at the
Settlement  Hearing and object to (a) the approval of the proposed Settlement of
the  Action  as  fair,  reasonable  and  adequate,  (b)  the entrance of a final
judgment,  and/or  (c)  the  application(s)  for  attorneys'  fees and expenses;
provided,  however,  that no Operating Partnership Sub-Class Member or any other
person  shall  be  heard  or  entitled  to contest the approval of the terms and
conditions  of  the  proposed  Settlement,  or,  if approved, the judgment to be
entered thereto approving the same, or the attorneys' fees and expenses to Class
Counsel,  unless  on  or  before  fourteen  (14) days prior to the Hearing, that
person has served, by hand or by first-class mail, written objections and copies
of  any  papers  and briefs desired to be considered by the Court, together with
proof  of  membership  in  the  Operating  Partnership  Sub-Class,  upon  both
Plaintiffs'  Lead Counsel: Andrew D. Friedman, Esq., Wechsler Harwood Halebian &
Feffer,  LLP, 488 Madison Avenue, New York, N.Y. 10022; and Defendants' Counsel:
Deborah  L.  Thaxter,  P.C.,  Nixon  Peabody  LLP,  101  Federal Street, Boston,
Massachusetts 02110, and filed said objections, papers and briefs with the Clerk
of  the  United States District Court for the Southern District of Florida.  Any
Member  of  the  Operating  Partnership  Sub-Class  who does not make his or her
objection  in  the  manner  provided  herein shall be deemed to have waived such
objection,  including  the right to appeal, and shall forever be foreclosed from
making  any  objection to the fairness or adequacy of the proposed Settlement as
incorporated  in  the  Revised  Stipulation and the award of attorneys' fees and
expenses  to  Class  Counsel,  unless  otherwise  ordered  by  the  Court.

     10.     The  Court  reserves  the right to continue the date of the Hearing
and  any  continuation  thereof  without  further  notice  to the Members of the
Operating  Partnership  Sub-Class,  and  retains  jurisdiction  to  consider all
further  applications  arising out of or connected with the proposed Settlement.

     DONE  AND  SIGNED  in Chambers at West Palm Beach, Florida, this 1st day of
March,  2002.
     /s/     Daniel  T.K.  Hurley
     ---     --------------------
Daniel  T.K.  Hurley
United  States  District  Judge

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